Beth-Ann Eason
Director at QUAD
Board
About Beth-Ann Eason
Beth-Ann Eason, 58, is an independent director of Quad/Graphics (Quad) since 2023 and serves on the Compensation Committee. She holds a bachelor’s degree from Lehigh University and earned NACD board certification in 2023. Her professional background spans digital transformation, marketing, and advertising leadership roles at Accenture Interactive (Managing Director, Senior Digital Transformation Executive), Innovid (President), Condé Nast (SVP/GM Epicurious), Yahoo! (VP Category Development), and DoubleClick (GM), positioning her as a technology and media-savvy director aligned with Quad’s marketing experience strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture Interactive | Managing Director, Senior Digital Transformation Executive | Jan 2020 – Dec 2022 | Led C‑suite digital transformation engagements |
| Innovid | President | May 2015 – Jan 2020 | Led global sales, platform, and client services in CTV/video adtech |
| Condé Nast (Epicurious) | SVP & GM, Epicurious | Apr 2011 – Jul 2013 | Led digital product/GM role during platform evolution |
| Yahoo! | VP, Category Development | 2001 – 2006 | Drove industry/category revenue development |
| DoubleClick | Promoted to General Manager | 1996 – 2001 | General management in early adtech scale-up |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Infillion (incl. Gimbal) | Board Member | Private | Appointed Jan 15, 2023; brings digital marketing and media platform expertise |
| Industry/Professional Bodies | Various leadership roles (e.g., Advertising Club of New York President; AAF Hall of Achievement inductee) | N/A | Long-standing industry leadership and recognition |
Board Governance
- Independence and committees: Eason is independent under NYSE standards and Quad’s independence standards and serves on the Compensation Committee (current composition: Rothman—Chair, Buth, Fowler, Eason; six meetings in 2024) .
- Compensation Committee subcommittee: Eason serves on a Section 16(b)-related subcommittee with Rothman and Buth for certain equity award approvals and regulatory matters .
- Attendance and engagement: The Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings during their service. All directors then serving attended the 2024 Annual Meeting (in person, webcast, or by phone) .
- Election results (signal of shareholder support): At the May 22, 2024 meeting, Eason received 146,274,899 votes “For” (95.59% of votes cast) and 6,752,817 “Withheld” .
- Governance structure context: Quad is a “controlled company” under NYSE rules (Quad Voting Trust >50% voting power). As such, Quad does not maintain a nominating committee and does not have a lead independent director, though a majority of the Board is independent and Audit Committee is fully independent .
- Hedging/pledging and ownership guidelines: Directors are prohibited from hedging, and any pledging requires pre-approval; non-employee directors must hold shares/share-based awards equal to at least 4x the cash portion of the annual retainer; a 50% post-vest/exercise retention applies until compliant .
Fixed Compensation
- Structure: Non-employee director annual retainer of $235,000, paid half in cash and half in deferred stock units (DSUs). Additional annual retainers: Audit Chair $25,000; Compensation Chair $20,000; Finance Chair $17,000. Directors may defer cash retainers and elect DSUs under the Non-Employee Director Deferred Compensation Plan .
- Eason’s reported director pay:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 117,500 | 125,000 | — | 10,000 | 252,500 |
| 2023 | 88,125 | 179,652 | — | 10,000 | 277,777 |
Notes: No non-employee directors had options outstanding and exercisable as of Dec 31, 2024 .
Performance Compensation
| Equity Vehicle | Performance Metrics | Vesting/Notes |
|---|---|---|
| Deferred Stock Units (DSUs) | None disclosed for directors; awards are retainer-linked, not performance-conditioned | Number of DSUs determined by 20-trading-day VWAP prior to grant; subject to director plan terms |
Additional guardrail: Total annual director compensation (cash plus equity at grant-date fair value) capped at $675,000 per non-employee director, with limited exceptions (e.g., non-executive chair) .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Infillion | Private | Director | No Quad-related transaction or conflict disclosed in Quad’s related-party section |
Proxy “Certain Relationships and Related Person Transactions” does not disclose any transactions involving Eason; disclosed related-party items pertain to other individuals (e.g., compensation for QuadMed’s CEO, a subsidiary) .
Expertise & Qualifications
- Digital transformation, CTV/video adtech, and marketing leadership (Accenture Interactive; Innovid; Condé Nast; Yahoo!; DoubleClick) .
- NACD board certified (2023) .
- Industry leadership/recognition: President of the Advertising Club of New York; AAF Hall of Achievement inductee .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notable Footnotes |
|---|---|---|---|---|---|
| Beth-Ann Eason | 73,306 | <1% | — | — | Includes 64,530 Class A shares attributable to DSUs receivable within 60 days |
| Shares Outstanding (Record Date) | 37,099,534 Class A | — | 13,261,983 Class B | — | Each Class B is convertible into one Class A |
Recent insider Form 4 activity (awards)
| Transaction Date | Form | Type | Shares Acquired | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-21 | 4 | A (Award) | 22,004 | 0.00 | 95,310 | https://www.sec.gov/Archives/edgar/data/1481792/000112760225015421/0001127602-25-015421-index.htm |
| 2024-05-22 | 4 | A (Award) | 25,000 | 0.00 | 70,509 | https://www.sec.gov/Archives/edgar/data/1481792/000112760224016538/0001127602-24-016538-index.htm |
| 2023-05-22 | 4 | A (Award) | 36,605 | 0.00 | 45,065 | https://www.sec.gov/Archives/edgar/data/1481792/000112760223016670/0001127602-23-016670-index.htm |
| 2023-03-01 | 4 | A (Award) | 8,460 | 4.63 | 8,460 | https://www.sec.gov/Archives/edgar/data/1481792/000112760223008142/0001127602-23-008142-index.htm |
| 2023-01-31 | 3 | Initial Statement | — | — | — | https://www.sec.gov/Archives/edgar/data/1481792/000156761923002277/0001567619-23-002277-index.htm |
Policy alignment: Hedging prohibited; pledging requires pre-approval; directors must maintain ownership equal to ≥4x cash portion of annual retainer until compliant .
Governance Assessment
-
Strengths
- Independent director with deep digital/media operating expertise aligned with Quad’s pivot to a marketing experience platform .
- Active Compensation Committee member; committee met six times in 2024; participates on Section 16 subcommittee overseeing equity award compliance .
- Solid shareholder support indicated by 95.59% “For” votes in 2024 director election .
- Director pay mix appropriately balanced (cash + DSUs), with formal deferral alternatives, ownership guidelines, hedging prohibition, and reasonable per-director annual cap .
-
Watch items / potential risks
- Controlled company governance: no nominating committee and no lead independent director; family control via Voting Trust—elevates the importance of robust committee oversight and independent director engagement .
- Related-party transactions exist elsewhere on the Board (e.g., QuadMed CEO is a director); while none involve Eason per disclosure, overall related-party context warrants continued monitoring for independence optics .
-
Red flags
- None specific to Eason identified in proxy and filings: no Eason-related party transactions disclosed; no hedging permitted; no options outstanding for directors; attendance threshold met at Board level .
-
Shareholder feedback context
- Say-on-pay support exceeded 97% in 2023; next triennial vote expected in 2026—an overall constructive backdrop for Compensation Committee members, including Eason .